SECURITIES ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

__________

FORM ~~8-K~~

~~CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported)~~ 8-K

~~June~~CURRENT ~~5, 2003 (May 29, 2003)~~ REPORT

~~Commission~~PURSUANT ~~File~~TO ~~Number~~SECTION ~~01-19203~~13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

October 1, 2004 (September 27, 2004)

Commission File Number 0-26594

PLM EQUIPMENT GROWTH & INCOME FUND VII

(Exact name of registrant as specified in its charter)

California	94-3168838	~~94-3104548~~
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)
200 Nyala Farms Road Westport CT	06880
235 3 rd Street South, Suite 200
(Address of principal executive offices)	(Zip Code)
St Petersburg, FL		33701
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (~~727~~203) ~~803~~-~~1800~~341-0555

Item 4. 01 Changes in Registrant's Certifying Accountant.

OnPLM ~~May~~Financial 29Services, ~~2003~~Inc., the ~~Board of Managers of the~~ General Partner ~~approved the engagement~~ of ~~Ernst & Young LLP (“E&Y”) as~~ PLM Equipment Growth ~~and~~& Income Fund VII’s (the “Partnership”), ~~principal~~is ~~independent~~in ~~auditors.~~the Onprocess ~~May~~of ~~29,~~relocating ~~2003,~~certain ~~the Board~~ of ~~Managers~~its ofadministrative ~~the~~offices ~~General~~including ~~Partner~~those ~~also~~responsible ~~dismissed~~for ~~Deloitte~~accounting &and ~~Touche~~financial ~~LLP~~reporting ~~(“D&T”)~~from asSt. ~~the~~Petersburg, ~~Partnership’s~~Florida ~~principal~~to ~~independent~~Westport, ~~auditors~~Connecticut.

DOn September 27, 2004, Ernst &~~T’s~~ ~~reports~~Young onLLP (“E&Y”) notified the Partnership’s ~~financial~~that ~~statements~~it ~~for~~would ~~fiscal~~review ~~years~~the ~~ended~~Partnership’s ~~December~~third ~~31,~~quarter ~~2002~~2004 ~~and~~results, ~~2001~~but dowould not ~~contain~~act anas ~~adverse~~the ~~opinion~~Partnership’s orindependent aauditor ~~disclaimer~~after that review and the filing of ~~opinion~~the ~~nor~~related ~~were~~quarterly ~~such~~report ~~reports~~on ~~qualified~~Form or10-QSB. ~~modified~~The asGeneral toPartner ~~uncertainty,~~has ~~audit~~accepted ~~scope~~E&Y’s withdrawal, oreffective ~~accounting~~after ~~principles~~E&Y’s completion of the third quarter review and that quarterly filing.

~~During~~The ~~the~~General ~~fiscal~~Partner ~~years~~is ~~ended~~currently ~~December~~in ~~31, 2001 and 2002 and through~~ the ~~subsequent~~process ~~interim period preceding the change, there were no disagreements with D&T on any matter~~ of ~~accounting~~selecting ~~principles~~a ornew ~~practices,~~principal ~~financial~~independent statement disclosure, or auditing scope or procedure that, if not resolved to D&T’s satisfaction, would have caused D&T to make reference to the subject matter of the disagreements in connection with its reportauditor. ~~During~~ ~~that time, there were no reportable "events" as listed in Item 304(a)(1)(v) of Regulation S-K.~~

~~During~~E&Y’s report on the Partnership’s financial statements for fiscal ~~years~~year ended December ~~2001~~31, ~~and~~2003 ~~2002~~did ~~and~~not ~~through~~contain an adverse opinion or a disclaimer of opinion nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the ~~subsequent~~audit ~~interim~~of ~~period~~the ~~preceding~~Partnership’s financial statements for the ~~change~~year ended December 31, 2003 and through the ~~Partnership~~subsequent ~~did~~interim ~~not~~periods, ~~consult~~there were no disagreements with E&Y ~~regarding~~on any matter of ~~the~~accounting ~~matters~~principles ~~specified~~or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the matter in ~~Item~~their ~~304(a)(2)~~report. ofThe ~~Regulation~~Partnership’s ~~S-K~~financial statements for the year ended December 31, 2002 were not audited by E&Y.

We have provided DE&TY a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the "Commission"). DE&TY has provided a letter, addressed to the Commission, which is filed as Exhibit 16.1 to this Form 8-K.

Item 79. 01 Financial Statements, Pro Forma Financial Information and Exhibits.

1. Letter from ~~Deloitte~~Ernst & ~~Touche~~Young LLP to the Securities and Exchange Commission, dated ~~June~~October 51, ~~2003~~2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PLM EQUIPMENT GROWTH & INCOME FUND VII
Date: June 5, 2003	By:	/s/ Richard K Brock
Date: October 1, 2004	By:	/s/ Richard K Brock
		Rick K Brock Chief Financial Officer

~~EXHIBIT~~Exhibit ~~INDEX~~ 16.1

Exhibit Designation	Nature of Exhibit
16.1	Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated June 5, 2003

October 1, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4 of Form 8-K dated October 1, 2004, of PLM Equipment Growth & Income Fund VII and are in agreement with the statements contained in the second, fourth and fifth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

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